Exhibit 99.1   Proxy statement
                   BOURBON BANCSHARES, INC. 
                       P.O. Box 157
                     Fourth and Main Street
                  Paris, Kentucky 40362-0157
            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                  TO BE HELD MAY 3, 1999
                     
                     

March 25, 1999
To our Shareholders:
     The  Annual  Meeting of Shareholders ("Annual
Meeting")  of Bourbon Bancshares, Inc. (the
"Corporation") will be held at  the Corporation's
main  office at Kentucky  Bank,  Fourth  and  Main
Street,  Paris, Kentucky, at 9:00 a.m. (Easter
Daylight Time)  on May 3, 1999, for the following
purposes:
     1.  Election  of  Directors.   To  elect three Class III directors.

     2.  Amendments  to Articles of Incorporation.
         To  act  upon proposals   to  amend  the
         Corporation's  Articles   of Incorporation
         to (a) increase the number of  authorized
         shares  of  common stock from 3,000,000  to
         10,000,000, and  (b)  to  change  the
         number  of  members  of  the
         Corporation's Board of Directors from a
         minimum of  nine (9) to a minimum of five
         (5).
         
     3.  1999  Employee  Stock  Option  Plan.   To
         act  upon   a proposal to adopt the 1999
         Employee Stock Option Plan.
         
     4.  Ratification  of Independent Auditors.  To
         act  upon  a proposal  to ratify the
         appointment of Crowe, Chizek  and Company LLP
         as the Corporation's independent auditors
         for the fiscal year ending December 31,
         1999.
         
     5.  Other  Business.  To act upon such other
         matters as  may properly  be  brought before
         the Annual Meeting  or  any adjournment
         thereof.  The Board of Directors  does  not
         know  of  any  other  matter to come before
         the  Annual Meeting.
         
     Information  regarding the matters to be acted
upon  at  the Annual  Meeting is contained in the
Proxy Statement  accompanying this  Notice.   Only
those holders of record of the Corporation's common
stock  at the close of business on March  22,  1999,
are entitled to notice of and to vote at the Annual
Meeting  and  any adjournment thereof.

     All  Shareholders are cordially invited to
attend the Annual Meeting,  but  whether  or not you
expect to  attend  the  Annual Meeting  in person,
please sign and date the enclosed  Proxy  and return
it promptly so your stock may be voted.

<PAGE>

     Thank you for your time and consideration.
Please feel free to contact my office should you have
any questions.


                           BY ORDER OF THE BOARD OF
DIRECTORS



                           Buckner Woodford
                           President, Bourbon
Bancshares, Inc
Paris, Kentucky
March 25, 1999



               YOUR VOTE IS IMPORTANT
                          
PLEASE  MARK, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IMMEDI ATELY  EVEN IF YOU PLAN TO ATTEND THE
ANNUAL MEETING.

<PAGE>

                   PROXY STATEMENT
           FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
              BOURBON BANCSHARES, INC.
              TO BE HELD ON MAY 3, 1999
                          
     The  accompanying proxy form is solicited by
the  Board  of Directors of Bourbon Bancshares, Inc.
(the "Corporation") for use at the 1999 Annual
Meeting of Shareholders (the "Annual Meeting") to  be
held at 9:00 a.m. (local time), on Monday, May 3,
1999, at the  Corporation's main office at Kentucky
Bank, Fourth and  Main Streets, Paris, Kentucky.

     Only  holders  of record of the Corporation's
Common  Shares ("Common Shares") at the close of
business on March 22, 1999 (the "Record  Date"), are
entitled to notice of and  to  vote  at  the Annual
Meeting.   There are 1,399,628 Common Shares  issued
and
outstanding and entitled to vote at the Annual
Meeting.

     On  all matters coming before the Annual Meeting
except  the election of directors, each holder of
Common Shares has one  vote per  share.   In the
election of directors, each shareholder  may vote
the  number  of  shares held on the Record  Date  for
each vacancy to be filled, or may cumulate his or her
votes by casting the number of votes equal to the
number of shares held multiplied by  the  total
number of vacancies to be filled.  Such  cumulated
votes  may be cast for one nominee or distributed
among  as  many nominees  and  in any manner that the
shareholder  chooses.   The
Board  of  Directors  is  soliciting discretionary
authority  to cumulate  votes.  A  shareholder may
revoke  a  proxy  form  by
delivering written notice of revocation to the
Secretary  of  the Corporation  at  any time before
the taking of the  vote  at  the Annual   Meeting.
The  mailing  address  of  the  Corporation's
principal offices is P.O. Box 157, Fourth and Main
Street, Paris, Kentucky  40362.

     All  expenses of preparing, printing, mailing
and delivering the Proxy Statement and all materials
used in the solicitation of proxy forms will be borne
by the Corporation.  In addition to the use  of the
mail, proxy forms may be solicited by personal  inter
view,  telephone, and telegraph by directors,
officers, and other employees   of  the  Corporation,
none  of  whom  will   receive additional
compensation for such services.  The Corporation
will also  request  brokerage  houses,  custodians,
and  nominees  to forward  soliciting  materials to
the beneficial  owners  of  the Common  Shares  held
of record by them and will  pay  reasonable expenses
of such persons for forwarding these materials.

     The  approximate date on which this Proxy
Statement and  the accompanying  proxy are first
being sent or given to shareholders is March 25,
1999.

<PAGE>

                ELECTION OF DIRECTORS
                          
     Under the Corporation's Articles of
Incorporation, the Board of  Directors consists of
three different classes, Class I, Class II and Class
III, each to serve, subject to the provisions of the
Articles  of Incorporation and Bylaws, for a three
year term  and until   his  successor  is  duly
elected  and  qualified.  The
Corporation  will elect three Class III directors at
the  Annual Meeting.   Henry Hinkle, Theodore Kuster
and Robert  G.  Thompson have been nominated for
election as Class III directors for terms expiring
at  the  2002  annual  meeting  of  shareholders.  The
following  information is furnished as of March  22,
1999,  with respect  to  each person nominated for
election as  a  Class  III director at the Annual
Meeting:



Name, Age, Principal              Director
Occupation or Position,            Since
Other Directorships

Henry Hinkle, 47                     1989
President, Hinkle Construction
Company


Theodore Kuster, 55                  1979
Farmer and thoroughbred horse
breeder


Robert G. Thompson, 49               1991
Farmer and thoroughbred horse
breeder


     The Corporation's Articles of Incorporation
provide that the number  of its directors will be
fixed from time to time  by  the Board  of
Directors.  Between meetings of shareholders held
for the election of directors, the Board of Directors
may increase or decrease   the   number  of
directors  last  approved   by the
shareholders  by  thirty  percent  (30%)  or  less.
Any  vacant directorship, whether resulting from an
increase in the number of directors or otherwise, may
be filled by the affirmative vote  of the  majority
of the directors then in office, whether or  not  a
quorum of the Board of Directors exists at the time
of the  vote, for  a  term  expiring at the annual
meeting of  shareholders  at which  the term of
office of the class to which they were elected
expires  or,  in  the case of newly created
directorships,  until such  time  as  determined  by
the directors  electing  such  new director.   A
decrease in the number of directors, however,  will
not  have  the  effect of shortening the term  of
any  incumbent director.  During   1998,  two
vacancies   occurred   in  the
Corporation's Board of Directors which the Board of
Directors has declined  to  fill,  pending
consideration by  the  Corporation's shareholders  of
an amendment to the Corporation's  Articles  of
Incorporation  as  described in this proxy  statement
to  permit fewer  than  nine  members of the Board of
Directors.   Assuming passage  of  the amendment to
the Articles of Incorporation,  the Board  does  not
expect to take any action  to  fill  these  two
vacancies.

<PAGE>

     If  any  named nominee should refuse or be
unable to  serve, the Board of Directors believes the
persons designated as proxies will  vote the shares
represented by the enclosed proxy form  for the
substitute  nominee,  if  any,  proposed  by  the
Board  of Directors.   No circumstances are
now known, however, that  would
prevent  any  of the nominees from serving.  In the
election  of
directors, the designated proxies may cumulatively
cast the votes authorized by each proxy form received
if such action  is  deemed by  them  to be
appropriate.  Proxy forms cannot be voted  for  a
greater number of persons than the number of nominees
named.
THE  BOARD  OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE  "FOR"  THE ELECTION OF THE BOARD'S
NOMINEES  OF  CLASS  III DIRECTORS.


                    PROPOSED AMENDMENTS TO
              ARTICLES OF INCORPORATION
                          
INCREASE IN AUTHORIZED SHARES

     The  Board  of Directors has unanimously adopted
a  proposed amendment   to  the  first  sentence  of
Article   IV   of  the
Corporation's Articles of Incorporation so that it
will  read  in its entirety as follows:

               The total number of shares that the
               Corporation    shall    have    the
               authority  to  issue is  10,300,000
               shares, which shall be divided into
               two classes as follows:  10,000,000
               Common    Shares;    and    300,000
               Preferred Shares.
               
     The  amendment  would  have the effect  of
increasing  from 3,000,000 to 10,000,000 the number
of authorized Common Shares.
     The  Corporation's Board of Directors reserved
a  total  of 70,000  Common  Shares for issuance
under the Corporation's  1993 Employee  Stock
Ownership Incentive Plan and  1993  Non-Employee
Directors  Stock Ownership Incentive Plan.  In
addition,  if  the proposed  1999  Employee Stock
Option Plan (the "1999  Plan")  is approved by the
Corporation's shareholders at the Annual Meeting, the
Corporation will reserve an additional 50,000 Common
Shares for  issuance  under the 1999 Plan.  See
PROPOSED  1999  EMPLOYEE STOCK OPTION PLAN.

<PAGE>

Reasons For and Intended Effect of the Proposed
Amendment
     The  Board of Directors believes that the
ability  to  issue additional  Common  Shares  will
provide  the  Corporation  with valuable  flexibility
in  connection with  future  acquisitions,
combinations,  equity  financings,  stock
distributions,   stock splits,  stock  dividends,
employee  benefit  plans  and   other corporate
purposes.  Although the Board of Directors has not
yet declared  a  stock split and there can be no
assurance  that  one will be declared, the Board of
Directors anticipates that it will declare a two-for-
one stock split in the form of a stock dividend
promptly following shareholder approval of the
amendment  to  the Articles  of  Incorporation.   Any
future  cash  sales  or  other issuances of Common
Shares would be made only on terms the  Board
believes  to be in the best interest of the
Corporation  and  its shareholders.
     The additional authorized Common Shares would be
issuable by the Corporation without further
authorization by shareholders  on such  terms as the
Corporation's Board of Directors may  lawfully
determine.    The  effect  of  authorization  and
issuance   of additional  Common Shares (other than
on a pro rata  basis  among holders  of  Common
Shares) will be to dilute the present  voting power
of  some  or  all  holders  of  Common  Shares.  In  some
circumstances, issuance of additional Common Shares
could  result
in  the dilution of the net income per share, net
book value  per share,  and voting rights of Common
Shares currently outstanding. Holders of Common
Shares have no preemptive rights.
Effect of the Proposed Amendment as to Takeovers
     The  Board of Directors considers that its
evaluation of any takeover bid should be based
primarily on a determination of what is  in  the
best  interests of the Corporation and  all  of  its
shareholders.  Factors influencing that determination
may include the  resultant effect of the takeover
upon the Corporation's then remaining  minority
shareholders, its employees,  its  customers, and
the  communities that it serves.  The proposed
amendment  is not  being  recommended in response to
any effort  of  which  the Board of Directors is
aware to obtain control of the Corporation, but
rather  is  being  recommended  for  the  corporate
reasons outlined  above.   The  proposed amendment
will  not  prevent  a takeover  that is approved by
members of the Board  of  Directors unaffiliated
with the shareholder attempting to acquire  control
of the Corporation.
     If  adopted, the proposed amendment could have
the effect of discouraging  a  third  party  from
making  a  tender  offer  or otherwise  attempting to
obtain control of the Corporation,  even though such
an attempt might, in some cases, be beneficial to the
Corporation and its shareholders.  Issuance of
additional  Common Shares  could serve to discourage
the accumulation of substantial Common Shares
positions as a prelude to an attempted takeover  or
significant  corporate restructuring, proxy  fights
and  partial tender  offers with the use of "two-
tiered pricing."  This  would serve to increase
management's stability, and thereby give it the
necessary security to make long range corporate
plans, as well as to  respond  to attempted
acquisitions.  It could also  serve  to prevent
acquisitions resulting in dissimilar and possibly
unfair treatment of the Corporation's shareholders.

<PAGE>

     Although  the Board of Directors currently has
no  intention of doing so, shares of authorized,
unissued and unreserved Common Shares  could  (within
the limits imposed by applicable  law)  be issued  to
a  holder who might thereby obtain sufficient  voting
power  to  ensure that any proposal to remove
directors,  or  any alteration,  amendment  or repeal
of certain  provisions  to  the Articles of
Incorporation, would not receive the shareholder vote
required  therefor.  Accordingly, the power to issue
new  Common Shares  could  enable  the Board of
Directors  to  make  it  more difficult  to  replace
incumbent directors or accomplish  certain business
combinations  opposed  by  the  incumbent   Board of
Directors.

Vote Required

     Adoption of the proposed amendment requires that
more  votes be  cast  in  favor of the amendment than
against it  at  a  duly called meeting of
shareholders at which a quorum is represented.

THE  BOARD  OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE  "FOR" ADOPTION OF THE AMENDMENT TO
INCREASE THE  NUMBER  OF AUTHORIZED COMMON SHARES.

                      * * * * *
                          
CHANGE IN MINIMUM NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS

  The Board of Directors has unanimously adopted a
                      proposed
amendment to Section A. of Article V of the
Corporation's Articles of Incorporation so that it
will read in its entirety as follows:

               A.   Number.  The business and affairs of the
Corporation shall
                 be managed and conducted by or under the direction of
                 a Board of Directors.  The number of directors
                 (exclusive of directors to be elected by the holders
                 of one or more series of Preferred Shares of the
                 Corporation that may be outstanding, voting
                 separately as a series or class) shall be fixed from
                 time to time by the Board of Directors of the
                 Corporation by resolution adopted by a majority of
                 the entire Board of Directors, but in no event shall
                 be less than five (5) nor more than fifteen (15).
                 
     The amendment would have the effect of changing the number
of members of the Board of Directors from a minimum of nine to a
minimum of five.  The Board of Directors currently
consists of seven members and the Board does not
believe that a minimum on nine members of the Board
of Directors is necessary to manage the business and
affairs of the Corporation.

<PAGE>

Vote Required

     Adoption  of the proposed amendment requires the
affirmative vote  of  no  fewer  than  67% of the
Common  Shares  issued  and outstanding.

THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSED
AMENDMENT TO THE ARTICLES  OF  INCORPORATION  AND
RECOMMENDS  A  VOTE  "FOR"  THE DECREASE  IN  THE
MINIMUM  NUMBER OF MEMBERS  OF  THE  BOARD  OF
DIRECTORS TO FIVE.


      PROPOSED 1999 EMPLOYEE STOCK OPTION PLAN
                          
     On  March  9, 1999, the Board of Directors
adopted the  1999 Employee Stock Option Plan, subject
to approval by holders  of  a majority of Common
Shares.  The following summary of the material
provisions  of the 1999 Plan does not purport to be
complete  and is  qualified in its entirety by
reference to the 1999 Plan.  For purposes  of  this
summary,  any reference  to  the  Corporation
includes the Corporation and its Subsidiaries (as
defined in  the 1999 Plan).  A copy of the 1999 Plan
is attached as Annex A.

Purpose of the 1999 Plan

     The  purpose of the 1999 Plan is to advance the
interest  of the  Corporation  by encouraging
employees who  will  largely  be responsible  for
the long-term success and  development  of  the
Corporation  to acquire and retain an ownership
interest  in  the Corporation.  The  1999  Plan  is
also  intended   to   provide
flexibility  to the Corporation in attracting and
retaining  such employees  and  stimulating  their
efforts  on  behalf  of the Corporation.

Administration

     The  1999  Plan  will be administered by  a
committee  (the "Committee") appointed by the Board
of Directors.  The members of the  Committee  will
serve at the discretion  of  the  Board  of
Directors.   Subject  to the provisions of  the  1999
Plan,  the Committee  will have full authority to
administer the 1999  Plan, including  without
limitation,  the  authority  to  (i)   select
Participants  (as defined below) to whom options
("Options")  to purchase Common Shares of the
Corporation ("Shares") are  granted (each grant an
"Award"); (ii) determine the size and frequency of
Awards granted under the 1999 Plan; (iii) determine
the terms and conditions of Awards, including any
restrictions or conditions to the  Award,  which need
not be identical; (v) cancel  or  modify,
with  the consent of the Participant, outstanding
Awards  and  to grant   new Awards   in
substitution;  (vi)   accelerate the
exerciseability  of,  and accelerate or  waive  any
or  all  the restrictions  and conditions applicable
to, any  Award,  for  any reason; (vii) extend the
duration of an Option exercise period or term of an
Award; (viii) construe and interpret the 1999 Plan
and any  agreement  or instrument entered into under
the  1999  Plan; (ix)  establish, amend and rescind
rules and regulations for  the 1999   Plan's
administration;  and  (x)  amend  the  terms and
conditions of any outstanding Award to the extent
such terms  and conditions are within the discretion
of the Committee as provided in  the 1999 Plan.  All
determinations and decisions made by  the Committee
pursuant to the provisions of the 1999 Plan,  and
all related orders or resolutions of the Board of
Directors, will  be final, conclusive and binding on
all persons.

<PAGE>

Number of Shares

     In general, the number of Shares reserved for
issuance under the  1999  Plan  is  50,000 Shares,
with such number  subject  to adjustment in the event
of certain events, including the possible stock
split described above.  If and to the extent Awards
expire or terminate for any reason without having
been exercised in full (including  a  cancellation
and regrant of  an  Option),  or  are forfeited,
without,  in  either  case,  the  Participant  having
realized  any  of  the economic benefits of  a
shareholder,  the Shares  associated  with such
Awards (to  the  extent  not  fully exercised,
forfeited  or  as to which no  economic  benefit  was
realized) will again become available for Awards
under  the  1999 Plan.
Adjustments in Authorized Shares and Outstanding
Awards
     In  the  event  of a merger, reorganization,
consolidation, recapitalization,    reclassification,
split-up,     spin-off, separation,  liquidation,
share dividend,  stock  split,  reverse stock  split,
cash dividend, property dividend, share repurchase,
share  combination, share exchange, issuance of
warrants,  rights or  debentures, or other change in
the corporate structure of the Corporation affecting
the Shares, the Committee may substitute or adjust
the  total number and class of Shares or other  stock
or securities  that  may  be issued under the  1999
Plan,  and  the number, class and/or price of Shares
or other stock or securities subject to outstanding
Awards, as it determines to be appropriate and
equitable to prevent dilution or enlargement of the
rights of Participants and to preserve, without
exceeding, the value of any outstanding Awards.
Eligibility and Participation
     Individuals  who are full-time employees of the
Corporation ("Employees") are eligible to receive
Awards under the 1999 Plan. In  selecting Employees
to receive Awards under the 1999 Plan, as well  as
in determining the number of Shares subject to and
the other  terms  and  conditions  applicable  to,
each  Award,  the Committee will take into
consideration such factors as  it  deems relevant  in
promoting the purposes of the 1999 Plan,  including
the   duties  of  the  Employees,  their  present
and  potential contribution  to  the  success  of
the  Corporation  and   their anticipated number of
years of active service remaining with  the
Corporation.

<PAGE>

Stock Options
     Subject  to the terms and provisions of the 1999
Plan,  the Committee may grant Options to
Participants at any time and  from
time  to time in the form of options that are
intended to qualify as  incentive stock options
within the meaning of Section 422  of the  Internal
Revenue Code of 1986, as amended ("ISOs"),  Options
that  are  not intended to so qualify ("NQSOs"), or a
combination of the two.
Option Agreements
     Each  Award  is  required  to  be  evidenced  by
an  option agreement  between the optionee and the
Corporation (the  "Option Agreement").   The  Option
Agreement must  specify  the  purchase price  per
share  subject  to an Option  (the  "Option  Exercise
Price"),  the  duration of the Option, the number  of
Shares  to which  the  Option  relates  and such
other  provisions  as  the Committee  may determine
or that are required by the  1999  Plan. The  Option
Agreement must also specify whether  the  Option  is
intended  to be an ISO or a NQSO and must include
such provisions applicable to the particular type of
Option granted.
Duration of Option
     In  general,  each Option will expire at  such
time  as  is determined  by  the  Committee at the
time  of  grant;  provided, however,  that  no Option
may be exercised later than  the  tenth (10th)
anniversary of its grant.
Exercise of Options
     Options must be exercisable at such times and be
subject  to such restrictions and conditions as the
Committee approves at the time  of grant, which need
not be the same for each grant or  for each
Participant. Options must be exercised by delivery
to  the Corporation  of a written notice of exercise,
setting  forth  the number  of  Shares  with respect
to which the  Option  is  to  be exercised and
accompanied by full payment of the Option  Exercise
Price and all applicable withholding taxes.
Payment of Option Exercise Price
     The  Option Exercise Price for Shares as to
which an  Option is  exercised must be paid to the
Corporation in full at the time of  exercise, at the
discretion of the Committee, either  (a)  in cash  in
the form of currency or other cash equivalent
acceptable to  the Corporation, (b) by tendering
Shares having a fair market value at the time of
exercise equal to the Option Exercise Price, (c)  any
other reasonable consideration that the Committee
deems appropriate or (d) by a combination of the
forms of consideration described  in  (a) , (b) and
(c).  The Committee may  permit  the cashless
exercise  of  Options  as  described  in  Regulation
T promulgated  by the Federal Reserve Board, subject
to  applicable securities  law  restrictions, or by
any  other  means  that  the Committee  determines
to  be consistent  with  the  1999  Plan's purpose
and applicable law; provided that for an ISO, the
right to  a cashless exercise must be granted at the
time the Option is granted  and may not be added in
any modification of  the  Option Agreement.

<PAGE>

Vesting Upon Change in Control
     In  the  event  of a "change in control" of the
Corporation, all  outstanding Options held by a
Participant will become  fully vested  and
immediately exercisable.  In general, the  1999  Plan
provides  that  a  "change  in  control"  occurs
when:   (a)   a shareholder or group acquires 25% of
the combined voting power of the  Corporation's then
outstanding voting securities, (b)  there is  a
substantial turnover among the members  of  the
Board  of
Directors,  (c) the shareholders approve a merger,
consolidation or reorganization  of
the  Corporation,  except   in   certain
circumstances as set forth in the 1999 Plan, (d) the
shareholders approve  the complete dissolution of the
Corporation, or (e)  the shareholders  approve  an
agreement  for  the  sale   or   other disposition
of  all or substantially all of the  assets  of  the
Corporation.

Effect of Termination of Employment, Death or
Disability

     If the employment of a Participant is terminated
for "cause" (as  defined in the 1999 Plan), all then
outstanding  Options  of such  Participant,  whether
or not exercisable,  will  terminate immediately.
If the employment of a Participant  is  terminated
for  any  reason  other  than for "cause", death,
disability  or retirement,  to  the  extent  the
outstanding  Options  of  such Participant  are
exercisable, such options may be  exercised  by such
Participant or his personal representative at any
time prior to  the earlier of the expiration date of
the options or the date that  is  ninety (90) days
after the date of such termination  of employment.

     In  the  event  of the death or disability of a
Participant while  employed by the Corporation, all
then outstanding  Options of  such  Participant  will
become fully vested  and  immediately exercisable,
and may be exercised at any time within one (1) year
after the date of death or determination of
disability; provided, however,  that  no  such
options may  be  exercised  on  a  date subsequent to
their expiration.

Termination Date

     The  1999 will terminate on the earlier to occur
of (a)  the date  when  all  Shares available under
the 1999 Plan  have  been acquired  pursuant to the
exercise of Awards or  (b)  such  other date  as the
Board of Directors determines.  In no event may  any
Awards  be granted later than the tenth anniversary
date  of  the day  the  1999  Plan  was adopted by
the Corporation's  Board  of Directors.

<PAGE>

Amendment, Modification and Termination

     The  Board  of Directors may, at any time,
amend, modify  or terminate  the  1999  Plan.
However,  without  the  approval  of shareholders  of
the Corporation no such amendment,  modification or
termination may:

          (a)   materially  increase  the  benefits
accruing  to Participants under the 1999 Plan;
          (b)   materially  increase the total amount
of  Shares that may be issued under the 1999 Plan,
except in the event of an adjustment  in authorized
shares pursuant to Section 4.2  of  the 1999 Plan; or
          (c)   materially modify the class of
Employees eligible to participate in the 1999 Plan.
     The   Committee   may  amend  the  terms   of
any   Award, prospectively or retroactively, but no
such amendment will impair the rights of any
Participant without such Participant's consent.
Awards Previously Granted
     No  amendment, modification or termination of
the 1999  Plan will in any manner adversely affect
any outstanding Award without
the written consent of the Participant holding such
Award.
Non-Transferability
     Except  as  may be determined by the Committee
in  its  sole discretion  with respect to NQSOs, a
Participant's  rights  under the   1999  Plan  may
not  be  assigned,  pledged  or  otherwise
transferred  other  than  by will or  the  laws  of
descent  and distribution.
No Granting of Employment Rights
     Neither  the 1999 Plan, nor any action taken
under the  1999 Plan, may be construed as giving any
employee the right to become a Participant, nor may
any Award under the 1999 Plan be construed as  giving
a Participant any right with respect to continuance
of employment   by  the  Corporation.   The
Corporation   expressly
reserves  the right to terminate, whether by
dismissal, discharge or  otherwise,  a Participant's
employment at any time,  with  or without  "cause",
except as may otherwise  be  provided  by  any
written agreement between the Corporation and the
Participant.

Tax Withholding

     A  Participant  must  remit  to the  Corporation
an  amount sufficient  to  satisfy Federal and state
taxes  (including  the Participant's  FICA
obligation) required by law  to  be  withheld with
respect to any grant or exercise made under or as a
result of the 1999 Plan.

Shares Withholding

     With  respect to withholding required upon the
exercise  of options  or  upon  any other taxable
event under  the  1999  Plan pursuant to which Shares
are to be received by the Participant, a Participant
may, subject to the discretion of the Committee, make
an  election to satisfy the withholding requirement
with  respect to  such  Shares, in whole or in part,
by having the  Corporation withhold  Shares  having a
fair market  value  on  the  date  the withholding
tax is to be determined equal to the amount  required
to be withheld under applicable law.

<PAGE>

Indemnification

     No  member  of the Board of Directors or the
Committee,  nor any  officer  or  Employee  acting on
behalf  of  the  Board  of Directors  or  the
Committee, will be personally liable  for  any
action,  determination  or  interpretation  taken  or
made  with respect  to  the  1999  Plan, and all
members  of  the  Board  of Directors, the Committee
and each and any officer or Employee  of the
Corporation  acting  on their behalf  will,  to  the
extent permitted  by  law,  be fully indemnified and
protected  by  the Corporation  with  respect to any
such action,  determination  or interpretation.

Vote Required

     Adoption of the proposed 1999 Plan requires that
more  votes be  cast  in  favor of the 1999 Plan than
against it  at  a  duly called meeting of
shareholders at which a quorum is represented.

THE  BOARD OF DIRECTORS HAS APPROVED THE PROPOSED
1999  PLAN  AND RECOMMENDS A VOTE "FOR" THE PROPOSED
1999 PLAN.


        RATIFICATION OF INDEPENDENT AUDITORS

     The Board of Directors has selected, subject to
ratification by the shareholders of the Corporation
at the Annual Meeting, the firm  of  Crowe, Chizek and
Company LLP as the independent accountants for   the
Corporation  to  audit  the  Corporation's  financial
statements  for  its  year ending December  31,
1999.   Eskew  & Gresham,  P.S.C.  has  served  as
the  Corporation's  independent auditors since 1982.
In January 1998, Eskew & Gresham was merged into
Crowe, Chizek and Company LLP.
     Ratification of the proposal to appoint Crowe,
Chizek and Company LLP  as  the independent accountants
for the Corporation requires that more votes be cast
in favor of the proposal than against  it at  a  duly
called meeting of shareholders at which a quorum  is
represented.
THE  BOARD  OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE  "FOR" RATIFICATION OF THE APPOINTMENT OF CROWE
CHIZEK AND  CO.  LLP  AS THE CORPORATION'S
INDEPENDENT AUDITORS.
                    OTHER MATTERS
     The directors and officers of the Corporation do
not know of any  matters  to  be presented for
shareholder  approval  at  the Annual Meeting other
than those described in the Proxy Statement. If  any
other matters should come before the Annual Meeting,
the Board  of  Directors intends that the persons
designated  on  the enclosed  proxy form, or their
substitutes, will vote the  shares represented  by
the  proxy form in accordance  with  their  best
judgment on such matters.
                              By Order of the Board of Directors
                              Buckner Woodford
                              President, Bourbon Bancshares, Inc.

<PAGE>

    This Proxy Form is Solicited by the Board of
                      Directors
                          
                    BOURBON BANCSHARES, INC.
                   Paris, Kentucky
                          
     The undersigned hereby appoints Buckner Woodford
and William Reynolds,  or either one of them (with
full power to act  alone), my  proxy,  each  with the
power to appoint  his  substitute,  to represent me
to vote all of the Corporation's Common Stock  which
I  held of record or am otherwise entitled to vote,
at the  close of  business  on  March 22, 1999, at
the 1999 Annual  Meeting  of Shareholders to be held
on May 3, 1999, at 9:00 a.m., and at  any
adjournments  thereof,  with  all powers  the
undersigned  would possess if personally present, as
follows:

I.   ELECTION OF DIRECTORS.

     ___  FOR  all  nominees  listed below (except
          as  otherwise indicated below)
          
     ___  AGAINST all nominees listed below

  Henry Hinkle, Theodore Kuster, Robert G. Thompson
                          
(INSTRUCTION:  To  withhold authority to vote for any
               individual nominee, write the
               nominee's name on the line.)
               
_____________________________________________________
                         ___

II.  AMENDMENT TO ARTICLES OF INCORPORATION TO
     INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON
     STOCK.
     
     _____    FOR         _____    AGAINST     _____   ABSTAIN
III. AMENDMENT  TO ARTICLES OF INCORPORATION TO
     CHANGE NUMBER  OF MEMBERS OF THE CORPORATION'S
     BOARD OF DIRECTORS.
     
     _____    FOR         _____    AGAINST     _____   ABSTAIN


IV.  ADOPTION OF 1999 EMPLOYEE STOCK OPTION PLAN.

     _____    FOR         _____    AGAINST     _____   ABSTAIN


V.    RATIFICATION  OF  CROWE CHIZEK AND CO. LLP  AS
INDEPENDENT
AUDITORS.

     _____    FOR         _____    AGAINST     _____   ABSTAIN


VI.  OTHER  BUSINESS.   In  their  discretion,  the
     Proxies  are authorized to act upon such other
     matters as may properly be brought   before  the
     Annual  Meeting  or  any  adjournment thereof.
     
     THE  BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ALL  OF  THE NOMINEES LISTED IN ITEM 1 AND "FOR"
ITEMS 2, 3, 4 AND 5.

<PAGE>

  [PLEASE DATE, MARK, SIGN AND RETURN IMMEDIATELY]
                          
     This  proxy  form  relates  to  ALL  shares
owned  by   the undersigned.

     This  proxy form is solicited by the Board of
Directors  and will   be   voted  as  specified  and
in  accordance  with   the accompanying  proxy
statement.  If no instruction  is  indicated, this
proxy form will be voted "FOR" all of the nominees
listed in Item 1 and "FOR" Items 2, 3, 4 and 5.

     Please  sign exactly as name appears.  When
shares are  held by joint tenants, both should sign.
When signing as attorney, as executor,
administrator, trustee or guardian, please  give
full title as such.  If a corporation, please sign
full corporate name by  President  or  other
authorized officer.  If  a  partnership, please sign
partnership name by authorized person.



Date _______________, 1999
                              _______________________________
                              Signature
                              _______________________________ 
                              Signature if held jointly